A Registered Mortgage Broker Pursuant to
Article XII-D of the New York Banking Law

SETTLEMENT AGREEMENT

This Settlement Agreement ("Agreement") is made and entered into by and between Newlife Financial Company, Inc. (“Newlife Financial”) and the State of New York Banking Department (“Banking Department”), collectively (“the Settling Parties”), evidencing an agreement between the Settling Parties to resolve, without a hearing, the violations cited herein by Newlife Financial of Part 38 of the General Regulations of the Banking Board (“GRBB”), 3 N.Y.C.R.R. Part 38, and Title 18 USC Sec. 713, upon and subject to the terms and conditions hereof.

I.RECITALS

Newlife Financial, headquartered at 162-23 Depot Road, 2nd Floor, Flushing, New York 11358 was granted a registration by the Banking Department on November 1, 1990 to engage in the business of a mortgage broker pursuant to Article XII-D of the New York Banking Law (“Banking Law”).

Section 44.1(a) of the Banking Law provides, in part, that the New York Superintendent of Banks (“the Superintendent”) may, in a proceeding after notice and a hearing, require a registered mortgage broker to pay to the people of this State a penalty for a violation of the Banking Law and any regulation promulgated thereunder.

Part 38 Section 38.8 of the General Regulations of the Banking Board, provides that a mortgage broker may be subject to disciplinary action by the Banking Department for, among other things, violations of Article 12-D of the Banking Law, the regulations promulgated thereunder, or violations of state or federal law indicating that the entity is unfit to engage in the business of a mortgage broker.

Newlife Financial was registered with the New York Secretary of State as a domestic business corporation on November 28, 1989 in New York.

The principal owner, Byung Ki Kim, of Newlife Financial initiated a change of control with Eui Kyoung Chung on June 19, 2008.

Newlife Financial failed to notify the Banking Department and submit a mortgage broker change of control application to effectively register the new owner.

The Banking Department became aware of Newlife Financial’s change of control and notified the registrant by letter dated May 12, 2009.

Subsequently, a new applicant, Inja Mok filed a mortgage broker change of control application on May 26, 2009.

Accordingly, Newlife Financial violated Section 594-b(1) of the New York Banking Law, which requires a registrant obtain the prior approval of the Superintendent for any action to be taken which results in a change of control of the business of a registrant.

II.SETTLEMENT TERMS AND CONDITIONS

Without admitting or denying the Department’s findings, Newlife Financial is willing to resolve the violations cited herein by entering into this Agreement and freely and voluntarily waives its right to a hearing under Banking Law Section 595 on such violations. Therefore, in consideration of the promises and covenants set forth herein, the Settling Parties agree, as follows:

Newlife Financial agrees to take all necessary steps to ensure its compliance with all applicable federal and state laws, regulations, and supervisory requirements relating to its mortgage business.

Newlife Financial agrees to pay a fine of $ 2,500 payable in six monthly installments. Newlife Financial further agrees that such payment will be made in immediately available funds in accordance with Banking Department payment instructions.

III.MISCELLANEOUS TERMS AND CONDITIONS

The Settling Parties acknowledge that Newlife Financial’s failure to comply with any of the settlement terms and conditions of this Agreement may result in the Banking Department taking action to revoke Newlife Financial’s registration to engage in the business of a mortgage broker under Article 12-D of the Banking Law.

The Settling Parties acknowledge that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other action affecting Newlife Financial, any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations.

This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designee.

This Agreement shall be enforceable and remain in effect unless stayed or terminated in writing by the Superintendent or his designee.

The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent of Banks for Mortgage Banking.

All written communications to the Banking Departmentl regarding this Agreement should be sent as follows.

Agreement should be sent as follows.

Attention:

Rholda L. Ricketts
Deputy Superintendent of Banks
Mortgage Banking Division
State of New York Banking Department
One State Street,
New York, New York 10004

All written communications to Newlife Financial regarding this Agreement should be sent as follows.